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Outsourcing Service Agreement
"I need an Outsourcing Service Agreement under Belgian law for IT infrastructure services, including cloud hosting and cybersecurity services, with specific provisions for GDPR compliance and data protection, to be effective from March 2025."
1. Parties: Identification of the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement and high-level business objectives
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, service levels, and delivery requirements
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights
6. Service Provider Obligations: Key responsibilities and commitments of the service provider
7. Customer Obligations: Key responsibilities and commitments of the customer
8. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
10. Intellectual Property Rights: IP ownership, licenses, and usage rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Personnel and Key Staff: Required when specific personnel are critical to service delivery or when staff transfer is involved
2. Business Continuity and Disaster Recovery: Required for critical services or when mandated by regulatory requirements
3. Step-in Rights: Required for critical services where customer may need to take over operations
4. Anti-Bribery and Corruption: Required when dealing with public sector or regulated industries
5. Export Control: Required when services involve cross-border data or technology transfers
6. Environmental, Social and Governance (ESG): Required when ESG compliance is important to the customer
7. Subcontracting: Required when service provider may use subcontractors
8. Audit Rights: Required for regulated industries or when customer needs enhanced oversight
9. Change Control: Required for long-term or complex services requiring flexibility
1. Schedule 1 - Services Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels: Service level agreements, KPIs, and measurement methodology
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment mechanisms
4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security policies and requirements
7. Schedule 7 - Governance and Reporting: Management structure, meetings, and reporting requirements
8. Schedule 8 - Exit Plan: Transition out procedures and requirements
9. Appendix A - Key Personnel: List of key staff and their roles
10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Affiliate
Agreement
Applicable Law
Approved Subcontractor
Background IP
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Controller
Customer
Customer Data
Customer Dependencies
Customer Group
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Personnel
Key Performance Indicators
Losses
Material Breach
Notice
Operating Environment
Personal Data
Personnel
Processor
Project Plan
Regulatory Requirements
Renewal Term
Reports
Security Requirements
Service Credits
Service Levels
Services
Service Provider
Service Provider Group
Service Recipient
Specific Terms
Specifications
Statement of Work
Subcontractor
Term
Termination Date
Transition Period
Transition Plan
VAT
Working Hours
Definitions
Services Scope
Term and Duration
Service Levels
Performance Monitoring
Charges and Payment
Invoicing
Data Protection
Information Security
Confidentiality
Intellectual Property
Personnel
Key Personnel
Subcontracting
Customer Obligations
Service Provider Obligations
Change Control
Audit Rights
Compliance with Laws
Anti-Bribery and Corruption
Force Majeure
Business Continuity
Disaster Recovery
Step-in Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Termination
Exit Management
Assignment and Novation
Non-Solicitation
Competition
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Authority
Announcements
Relationship of Parties
Environmental and Social Responsibility
Record Keeping
Tax
Currency and Exchange Rate
Information Technology
Financial Services
Manufacturing
Healthcare
Telecommunications
Professional Services
Retail
Energy
Transportation
Pharmaceuticals
Insurance
Banking
Public Sector
Education
Legal
Procurement
Operations
Finance
Information Technology
Compliance
Risk Management
Data Protection
Vendor Management
Commercial
Project Management
Service Delivery
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Head of Procurement
Procurement Manager
Legal Counsel
Operations Director
Vendor Management Lead
Contract Manager
Risk Manager
Compliance Officer
Data Protection Officer
IT Director
Chief Information Officer
Chief Technology Officer
Service Delivery Manager
Commercial Director
Business Unit Head
Project Manager
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